b'Mercia asset Management PLc65Annual Report and Accounts 2021Board committeesThe Board delegates specific duties and responsibilities to certain committees and has established a Nominations Committee, an Audit and Risk Committee and a Remuneration Committee, as described more fully below, except in respect of the Remuneration Committee, whose report is set out on pages 68 to 72 of this Annual Report. The Chief Financial Officer attends all Committee meetings as Committee secretary. Nominations CommitteeThe Nominations Committee is responsible for identifying and nominating members of the Board and recommending the composition of each committee of the Board, including the Chair of each committee, together with evaluating the balance of skills, knowledge, experience and independence of the Board. The Committee also considers succession planning for Executive Directors, Non-executive Directors and other senior executives.Throughout the year, the Committee comprised Ian Metcalfe as Chair, Dr Jonathan Pell and Caroline Plumb OBE. The Nominations Committee met three times formally during the year and having led the search, recommended the appointment of Diane Seymour-Williams.Audit and Risk CommitteeThe Audit and Risk Committee is responsible for monitoring the integrity of the Groups financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Groups compliance, internal control and risk management systems, andStrategic report Financial statementsoverseeing the relationship with the external statutory and Client Assets Sourcebook (CASS") auditors (including advising on their appointment, agreeing the scope of the audits, agreeing audit fees and reviewing the audit findings). The Committee also reviews the provision of any non-audit services by the external statutory auditor.During the year the Committees specific areas of focus were: GovernanceLeading the audit tender process and recommending the appointment of BDO LLP as the Groups new auditor;Closely monitoring the changing risk profile of the Group during the pandemic and the mitigating actions being taken by the Executives;The maintenance of the internal control environment during prolonged periods of remote working, with a specific focus on all FCA permissions related internal controls.The Committee Chair also maintained a regular dialogue with the Chief Financial Officer, to maintain current awareness of all financial, audit and risk related matters.The Committee will monitor the need for a dedicated internal audit function, focusing on financial controls. An internal audit function already exists in respect of investment related compliance matters, under the independent leadership and direction of the Groups Compliance Director. The Compliance Director reports directly to the Committee on all findings.Throughout the year, the Committee comprised Dr Jonathan Pell as Chair, Ian Metcalfe and Caroline Plumb OBE. Executive Directors attend by invitation. The Committee met three times during the year under review at appropriate times in the financial reporting and audit cycle. It may also meet at other times if so required. It has unrestricted access to the Groups external auditor. The QCA Corporate Governance CodeFrom the date of our Admission to trading on AIM in December 2014, we have embedded robust corporate governance as part of our culture. Mercias governance framework is not static and will continue to evolve over time.Set out below is how Mercia complies with the 10 key principles set out in the QCA Code.governance principles compliant explanation Further readingdeliver1.Establish a strategy The Strategic Report section of this Annual Report clearly explainsPages 2 to 57 of this growth and business modelMercias business model and strategy in detail, including how itAnnual Report and which promoteexpects to create long-term value for shareholders. the AIM Rule 26 long-term value forsection of the Groups shareholders A key strand of Mercias strategy is its investment policy, websitewhich is included in the AIM Rule 26 section of its website atwww.mercia.co.uk.2.Seek to understand Mercias Executive Directors participate in institutional Pages 23 and 63 of and meet shareholderand retail investor roadshows throughout the year and followingthis Annual Report needs andthe announcement of its annual and interim results. The Groupsand the AIM Rule 26 expectations Chair also meets with existing shareholders on occasion as do thesection of the Groups Executive Directors. Capital Market Days, to which allwebsiteshareholders are invited, are held from time to time. The Group also uses its Annual General Meeting as an opportunity to communicate with its shareholders.'